Common use of Matters Concerning Auditors Clause in Contracts

Matters Concerning Auditors. (a) Until the date on which NAB is no longer required under Applicable Accounting Standards to consolidate the Company’s financial statements with its financial statements, NAB shall have full access, during normal business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor. (b) Until the Non-Control Date: (i) the Company shall provide NAB with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB Auditor in connection with NAB’s internal and external audit function; (ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or before the date that the NAB Auditor date their report or opinion on NAB’s financial statements, and to enable NAB to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB Auditor pursuant to this Agreement, and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions received; and (iii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the NAB Auditor is able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the NAB Auditor’s report on NAB’s financial statements, all within sufficient time to enable NAB to meet its timetable for the printing, filing and public dissemination of its financial statements. (c) Neither Party shall take any action that would cause either the Company Auditor or the NAB Auditor not to be independent with respect to the Company or NAB, respectively.

Matters Concerning Auditors. (a) Until the date on which NAB is no longer required under Applicable Accounting Standards to consolidate the Company’s financial statements with its financial statementsSo long as Section 3.01 or 3.02 applies, NAB shall have full access, during normal business hours, subject to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor. (b) Until the Non-Control Date:Proxy Agreement, (i) the Company shall provide NAB with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB Auditor in connection with NAB’s internal and external audit function; (ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor it shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or and ESG statements (if any) the Company prepares and has audited a reasonable time before the date that the NAB Xxxxxxxx S.p.A. Auditor date their report or opinion opinion, as applicable, on NABXxxxxxxx S.p.A.’s financial statements, and to enable NAB Xxxxxxxx S.p.A. to meet its timetable for the printing, filing and public dissemination of its financial or ESG statements. The ; and the Company shall instruct the Company Auditor to perform the work requested by the NAB Xxxxxxxx S.p.A. Auditor pursuant to this Agreement, Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions instruction received; and; (iiiii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB Xxxxxxxx S.p.A. Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or reviews and annual audit audits of the Company, in all cases within a reasonable time after the Company Auditor’s report date or opinion date, as applicable, so that the NAB Xxxxxxxx S.p.A. Auditor is able to perform the procedures they consider it considers necessary to take responsibility for the work of the Company Auditor as it relates to the NAB Xxxxxxxx S.p.A. Auditor’s report on NABXxxxxxxx S.p.A.’s financial and ESG statements, all within sufficient a reasonable time in advance to enable NAB Xxxxxxxx S.p.A. to meet its timetable for the printing, filing and public dissemination of its financial and ESG statements.; and (ciii) Neither Party subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall take any action that would cause either not change the Company Auditor or without the NAB Auditor not to be independent with respect to the Company or NAB, respectivelyapproval of Xxxxxxxx S.p.A.

Matters Concerning Auditors. (a) Until the date on which NAB AIG is no longer required under Applicable Accounting Standards GAAP to consolidate the CompanyCorebridge’s financial statements with its financial statements, NAB AIG shall have full access, during normal usual business hours, to the Company Corebridge Auditor and to the CompanyCorebridge’s internal audit function (through the CompanyCorebridge’s head of internal audit), including access to work papers and the personnel responsible for conducting the CompanyCorebridge’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company Corebridge and the Company Corebridge Auditor. (b) Until the Non-Control Second Threshold Date, or if later, the date on which AIG is no longer required under GAAP to account in its financial statements for its holdings in Corebridge under an equity method: (i) Corebridge shall, and shall cause each member of the Company shall Corebridge Group to, provide NAB AIG with reasonable access to the Company Corebridge Auditor and to the CompanyCorebridge’s internal audit function (through the CompanyCorebridge’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB AIG Auditor in connection with NABAIG’s internal and external audit functionfunction as necessary for AIG to fulfill its financial reporting obligations; (ii) Corebridge shall instruct the Company Corebridge Auditor to perform the work requested by the AIG Auditor pursuant to this Agreement and Corebridge shall, and shall cause each member of the Corebridge Group to, use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or before the date that the NAB Auditor date their report or opinion on NAB’s financial statements, and to enable NAB to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB Auditor pursuant to this Agreement, and the Company shall use its reasonable best efforts to enable the Company Corebridge Auditor to comply with the instructions instruction received; and; (iii) upon reasonable notice, the Company Corebridge shall authorize the Company Corebridge Auditor to make available to the NAB AIG Auditor both the personnel responsible for conducting the CompanyCorebridge’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the CompanyCorebridge, in all cases within a reasonable time after the Company Corebridge Auditor’s opinion date, so that the NAB AIG Auditor is able to perform the procedures they consider it considers necessary to take responsibility for the work of the Company Corebridge Auditor as it relates to the NAB AIG Auditor’s report on NABAIG’s financial statements, all within sufficient time to enable NAB AIG to meet its timetable for the printing, filing and public dissemination of its financial statements; and (iv) subject to Applicable Law (including Rule 10A-3 under the Exchange Act), Corebridge shall not change the Corebridge Auditor without the approval of AIG. (c) Neither Party AIG nor any member of the Corebridge Group shall take any action that would cause either the Company Corebridge Auditor or the NAB Auditor AIG Auditor, respectively, not to be independent with respect to the Company Corebridge or NAB, respectivelyAIG.

Matters Concerning Auditors. (a) Until the date on which NAB ING Group is no longer required under Applicable Accounting Standards IFRS to consolidate the Company’s financial statements with its financial statements, NAB ING Group shall have full access, during normal usual business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor. (b) Until the Non-Control Third Threshold Date: (i) the Company shall provide NAB ING Group with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB ING Group Auditor in connection with NABING Group’s internal and external audit function; (ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor it shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or before the date that the NAB ING Group Auditor date their report or opinion on NAB’s ING Group‘s financial statements, and to enable NAB ING Group to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB ING Group Auditor pursuant to this Agreement, Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions instruction received; and; (iii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB ING Group Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the NAB ING Group Auditor is are able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the NAB ING Group Auditor’s ’ report on NABING Group’s financial statements, all within sufficient time to enable NAB ING Group to meet its timetable for the printing, filing and public dissemination of its financial statements; and (iv) subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall not change the Company Auditor without the approval of ING Group. (c) Neither Party ING Group nor the Company shall take any action that would cause either the Company Auditor or the NAB Auditor ING Group Auditor, respectively, not to be independent with respect to the Company or NAB, respectivelyING Group.

Matters Concerning Auditors. (a) Until the date on which NAB AXA is no longer required under Applicable Accounting Standards IFRS to consolidate the Company’s financial statements with its financial statements, NAB AXA shall have full access, during normal usual business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor. (b) Until the Non-Control Third Threshold Date, or if later, the date on which AXA is no longer required under IFRS to account in its financial statements for its holdings in the Company under an equity method: (i) the Company shall provide NAB AXA with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB AXA Auditor in connection with NABAXA’s internal and external audit functionfunction as necessary for AXA to fulfill its financial reporting obligations; (ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor it shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or before the date that the NAB Auditor AXAAuditor date their report or opinion on NABAXA’s financial statements, and to enable NAB AXA to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB AXA Auditor pursuant to this Agreement, Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions instruction received; and; (iii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB AXA Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the NAB AXA Auditor is are able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the NAB AXA Auditor’s report on NABAXA’s financial statements, all within sufficient time to enable NAB AXA to meet its timetable for the printing, filing and public dissemination of its financial statements; and (iv) subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall not change the Company Auditor without the approval of AXA. (c) Neither Party AXA nor the Company shall take any action that would cause either the Company Auditor or the NAB Auditor AXA Auditor, respectively, not to be independent with respect to the Company or NAB, respectivelyAXA. The Company shall comply with the Group NAS Policy for so long as the Company is an “AXA Group company” as defined in the Group NAS Policy.

Matters Concerning Auditors. (a) Until the date on which NAB is no longer required under Applicable Accounting Standards to consolidate the Company’s financial statements with its financial statementsSo long as Section 3.01 or 3.02 applies, NAB shall have full access, during normal business hours, subject to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor. (b) Until the Non-Control Date:Proxy Agreement, (i) the Company shall provide NAB with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit) and shall extend all reasonably requested cooperation with the NAB Auditor in connection with NAB’s internal and external audit function; (ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that the Company Auditor it shall date its report on such quarterly review or annual audit opinion on the Company’s audited annual financial statements on or and ESG statements (if any) the Company prepares and has audited a reasonable time before the date that the NAB Xxxxxxxx S.p.A. Auditor date their report or opinion opinion, as applicable, on NABXxxxxxxx S.p.A.’s financial statements, and to enable NAB Xxxxxxxx S.p.A. to meet its timetable for the printing, filing and public dissemination of its financial or ESG statements. The Company shall instruct the Company Auditor to perform the work requested by the NAB Xxxxxxxx S.p.A. Auditor pursuant to this Agreement, Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instructions instruction received; and; (iiiii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the NAB Xxxxxxxx S.p.A. Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or reviews and annual audit audits of the Company, in all cases within a reasonable time after the Company Auditor’s report date or opinion date, as applicable, so that the NAB Xxxxxxxx S.p.A. Auditor is able to perform the procedures they consider it considers necessary to take responsibility for the work of the Company Auditor as it relates to the NAB Xxxxxxxx S.p.A. Auditor’s report on NABXxxxxxxx S.p.A.’s financial and ESG statements, all within sufficient a reasonable time in advance to enable NAB Xxxxxxxx S.p.A. to meet its timetable for the printing, filing and public dissemination of its financial and ESG statements.; and (ciii) Neither Party subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall take any action that would cause either not change the Company Auditor or without the NAB Auditor not to be independent with respect to the Company or NAB, respectivelyapproval of Xxxxxxxx S.p.A.